General Terms and Conditions (GTC) of myclimate Deutschland gGmbH

Version: January 2023

A.    SCOPE

1.    General

1.1.   myclimate Deutschland gGmbH (hereinafter myclimate Deutschland) is a 100% subsidiary of the Swiss foundation myclimate – The Climate Protection Partnership (hereinafter myclimate). myclimate Deutschland and myclimate are committed to addressing climate protection worldwide.

1.2.    myclimate Deutschland focuses on the following areas in particular:
a)   Carbon offset projects
b)   Sustainability consulting
c)   Climate awareness and education

1.3.    Where myclimate Deutschland provides services, these services and the specific applicable conditions of myclimate Deutschland shall be individually agreed on with the customer (the SERVICE AGREEMENT). The provisions of section B in this GTC shall apply in particular.

1.4.    Projects or activities pertaining to carbon offset and climate education that are financed via donations or carbon offset contributions shall be governed by an agreement regarding the use of such donations or carbon offset contributions (the AGREEMENT). The provisions of section C in this GTC shall apply in particular.

1.5.    This GTC shall apply to all services provided by myclimate Deutschland as well as to all donations. All services, including ancillary services, of myclimate Deutschland shall be provided exclusively based on this GTC. In concluding the SERVICE AGREEMENT or AGREEMENT, the customer hereby agrees to the general terms and conditions of myclimate Deutschland.

1.6.   In the event of deviations, the SERVICE AGREEMENT or the AGREEMENT shall take precedence over the GTC, providing the content can be clearly substantiated (in particular in written form). The provisions of this GTC shall apply in addition to the SERVICE AGREEMENT or to the AGREEMENT. Any deviating provisions by the customer or donor shall not be recognised, unless myclimate Deutschland expressly agrees to their validity in writing.

 

 
B.    SERVICE AGREEMENT

2.    Conclusion of Contract

2.1.    The SERVICE AGREEMENT shall become valid only after both parties have signed the SERVICE AGREEMENT that has been individually agreed on in writing with the customer.

 

3.    Services

3.1.     Services provided by myclimate Deutschland in accordance with the SERVICE AGREEMENT shall be compensated in accordance with the net conditions agreed therein. These services are subject to value-added tax (VAT), unless a specific service is exempt from VAT (such as educational measures or service exports in particular). The net price of all services subject to VAT shall be increased accordingly by the applicable VAT rate. This is subject to changes and amendments to legislation on VAT.

3.2.     Subject to deviating terms in the SERVICE AGREEMENT, all invoices shall be due for payment within 30 calendar days of invoicing. The payment shall be made into the account stated on the invoice, without deductions and in the currency stated. All bank fees associated with the payment shall be borne by the customer and may not reduce the total amount.

3.3.    Pursuant to §288 para. 2 German Civil Code, interest in arrears, currently at 5% above the base interest rate set by the European Central Bank, is owed to myclimate Deutschland on payments received after the payment period has expired, without additional warning or notice demanding overdue payment.

 

4.    Customer Data

4.1.    The customer shall, as the need arises, grant myclimate Deutschland access to relevant customer-specific data and/or repositories of knowledge for the provision of services.

4.2.    The customer guarantees the correctness and completeness of the data made available to myclimate Deutschland. myclimate Deutschland assumes no liability for any shortcomings or consequential damage incurred by the customer if the services provided by myclimate Deutschland are based on incorrect, inaccurate or incomplete data made available by the customer.

4.3    myclimate Deutschland uses and treats the data and information provided by the customer confidentially in accordance with the provisions of this GTC (see para. 14) and in accordance with the privacy policy published on the websites that it operates. However, myclimate Deutschland is entitled to use data in its processed or derived form, including data that may be based on the customer, for statistical or research purposes. In the event of publication under these conditions, myclimate Deutschland shall anonymise the customer’s name or else obtain the express consent of the customer to publish the customer’s name.

 

5.    Reports

5.1.    Reports and/or scientific analyses and other services prepared by myclimate Deutschland in accordance with the SERVICE AGREEMENT may only be used by the customer for the purposes specified in the SERVICE AGREEMENT. The customer shall, as the need arises, provide myclimate with access to the relevant customer-specific data and or repositories of knowledge required for the provision of the service.

5.2.    All copyrights that apply to the reports prepared by myclimate Deutschland remain with myclimate Deutschland, unless the transfer of copyrights to the customer are expressly agreed on in the SERVICE AGREEMENT.

5.3.    Data and evaluations provided to the customer by myclimate Deutschland also fall within the scope of non-disclosure.

 

6.    IT Services and IT Tools

6.1.   As part of the provision of services for customers, myclimate Deutschland makes use of various software solutions (the IT tools). myclimate Deutschland configures these IT tools in accordance with the specifications of the customer and/or adapts the IT tools to the system used by the customer, and maintains the IT tools in accordance with the provisions of the SERVICE AGREEMENT.

6.2.   The right of use, purpose of use and compensation for use with regard to the IT tools are based on the SERVICE AGREEMENT. For ecoinvent background data made available in the IT tools of myclimate, the Terms of Use for Users of myclimate Software Applications Using ecoinvent Data also apply.

6.3.   The IT tools made available by myclimate Deutschland shall be used exclusively for the purposes set out in the SERVICE AGREEMENT. myclimate Deutschland accepts no liability for improper use of the IT tools.

6.4.   myclimate Deutschland endeavours to offer uninterrupted services and works based on the principle of best-effort delivery. myclimate assumes no liability in the event that the IT tools become temporarily unavailable.

 

C.    AGREEMENT

7.    Conclusion of Contract

7.1.   The AGREEMENT shall become valid only after both parties have signed the AGREEMENT that has been individually agreed on in writing with the customer. This does not apply to the conclusion of an AGREEMENT with regard to a CO₂ calculator on the websites operated by myclimate. In the latter case, the contract shall become valid on completing and sending the online form. The completion and submission of the online form constitutes a binding declaration of intent for the payment of a DONATION to myclimate Deutschland.

 

8.    Donations

8.1.     General donations, benefactors’ contributions and carbon offset contributions from private individuals or companies are considered as donations within the scope of income tax or profit tax, providing these amounts are intended for the realisation of carbon offset projects as well as the implementation of climate awareness and education projects.

8.2.   myclimate Deutschland is recognised as a non-profit organisation in Germany and can issue customers a donation receipt for their donations that is accepted by the competent German tax authorities. This is subject to changes in the tax legislation.

8.3.    Unless otherwise specified in the AGREEMENT, invoices shall be due for payment within 30 calendar days of invoicing. The payment shall be made into the account stated on the invoice, without deductions and in the currency stated.

 

9.   Carbon Offset Contribution

9.1.    myclimate Deutschland enables both companies and private individuals to calculate their greenhouse gas emissions and finance them through donations (carbon offset contributions) for the realisation of myclimate carbon offset projects and the attainment of a specific volume of emission reductions and/or emission removals. These myclimate carbon offset projects reduce greenhouse gas emissions or facilitate their removal directly at the source by replacing carbon-intensive energy sources with cleaner ones, preventing methane emissions, or creating or revitalising natural carbon sinks such as trees or wetlands. Projects in the fields of renewable energies, energy efficiency, the prevention of methane emissions and ecological restoration are supported in particular.

9.2.    Subject to specific provisions in the respective AGREEMENT, myclimate Deutschland undertakes to express all carbon offset contributions in tons of CO₂ equivalent (tCO₂e) and to allocate them to specific carbon offset projects. A quota of at least 80% of the carbon offset contributions is allocated to a dedicated carbon offset fund and used for projects through this fund. myclimate assures that all financed tCO₂e shall be verified and, if an external project standard is applied, certified by independent third parties. myclimate likewise assures that all emission reductions and removals, as contractually agreed, shall be noted in internationally recognised, public registers if such registers are provided for according to the project standard used, or alternatively in an internal register if no such register exists. myclimate shall register all allocations and retirements in the register for the customer.

9.3    Unless otherwise specified in the AGREEMENTS concluded with companies, myclimate undertakes to ensure that (with the exception of projects in the domains of land management and forestry under 10.3.1) the relevant emission reductions shall be achieved, certified and/or verified according to 10.2 and retired for the customer by no later than three years following receipt of a carbon offset contribution. The three-year period is calculated starting from the year of receipt of payment through to the end of the calendar year in the third consecutive year.

9.3.1     Subject to deviating conditions made with companies in the AGREEMENT, myclimate undertakes to ensure that the relevant emission reductions and removals have been reserved for the customer in land management and forestry projects by no later than three years following receipt of a carbon offset contribution, and that the measures leading to such emission reductions and removals shall be performed within this time period. The removals shall take place across the sink-effect period in accordance with the project documentation and/or the standard applied.

9.3.2     In the event of unforeseen delays or a lower-than-projected generation of emission reductions and removals in the selected myclimate carbon offset projects, myclimate guarantees that the carbon offset contribution shall, unless otherwise agreed with the customer, be realised:

a) through emission reductions and removals as part of the selected carbon offset project from a later verification period or a retirement or reservation deadline that deviates from the one stated in 9.3, or

b) through emission reductions and removals as part of another carbon offset project subject to the same project standard with the same retirement or reservation deadline as the one stated in 9.3, or

c) through emission reduction certificates of another carbon offset project subject to the same quality standard with a later vintage, or

d) through emission reductions and removals as part of another carbon offset project subject to the same project standard with a retirement or reservation deadline that deviates from the one stated in 9.3.

9.4   All certificates retired by myclimate represent a specific success in emissions reduction as calculated and verified according to the methods and rules of the contractually agreed project standard. If the agreement does not contain any particular arrangements, the customer may disclose the respective carbon offset contribution in accordance with Article 15 (below). The degree to which the customer may identify the respective carbon offset amount as “CO₂ compensation” or “climate neutral” depends on the rules of the respective project standard and the general legal provisions. myclimate provides no guarantee as to whether or not and, if so, to what extent the certificates are accepted within national balancing systems, nor to the suitability of the certificates for offsetting purposes. This also applies if the allowances originate from projects for which the country of origin has issued a letter of authorisation in accordance with the principles set out in Article 6 of the Paris Agreement or its implementing provisions and announced a corresponding adjustment. myclimate is responsible solely to the extent that the certificates issued to the customer are from the relevant project and have been verified. Whether and to what extent the country of origin implements the respective corresponding adjustment falls outside the area of responsibility of myclimate. The customer may not refuse to accept the respective certificates with reference to a possible lack of corresponding adjustment. myclimate may demand that the customer refrain from using the term “CO₂ compensation”, “climate neutral” or the like if there is reason to believe that the designation is inadmissible and/or misleading under the rules of the project standard or legal provisions.

9.5    If the client assesses the donation contribution based on the volume of their own greenhouse gas emissions, myclimate Deutschland points out that the calculation of greenhouse gas emissions is based solely on the data provided by the donor. myclimate Deutschland is, in particular, not responsible for the incorrect, inaccurate or incomplete data of the donor or for errors in calculation that arise due to incorrect, inaccurate or incomplete data provided by the donor.

 

10.    Climate Education Projects

10.1.   myclimate Deutschland realises a range of projects intended to raise awareness among various age and target groups as part of its climate education efforts.

10.2.   Private individuals, companies and foundations support these myclimate climate education projects in the form of donations. These donations are used by myclimate Deutschland in accordance with the purpose set out in the AGREEMENT.

10.3   Public institutions support climate education projects initiated by myclimate Deutschland in the form of grants that are considered subsidies under VAT law. These grants are used by myclimate in accordance with the purpose set out in the AGREEMENT.

 

D.    GENERAL PROVISIONS

11.    Termination of Contracts

11.1.    Unless otherwise specified in the SERVICE AGREEMENT or in the AGREEMENT, both the customer and myclimate Deutschland may ordinarily terminate the SERVICE AGREEMENT or the AGREEMENT without providing reasons, giving three months’ notice to the end of the calendar year.

11.2.    A SERVICE AGREEMENT or an AGREEMENT can, for important reasons, be terminated at any time without observing a period of notice and with immediate effect. A valid reason shall be deemed to exist in particular where the continuation of the contractual relationship is not reasonable after giving due consideration to the interests of both parties, for example when:

a)  the customer has defaulted on their payment obligations following two reminders,

b) a contractual party has become insolvent or insolvency proceedings over their assets have been initiated, or insolvency proceedings have been dismissed due to a lack of assets, or

c) statements or actions by the customer run counter to the values and aims of myclimate Deutschland, or the reputation of myclimate Deutschland may be damaged by the conduct of the customer.

11.3.    The termination must be made in writing in order to be effective and, unless otherwise stated in the SERVICE AGREEMENT or the AGREEMENT, shall be sent via registered letter to the following address:

myclimate Deutschland gGmbH
Kurrerstr. 40/3
72762 Reutlingen

 

12.    Liability

12.1.     Unless otherwise specified in the SERVICE AGREEMENT or in the AGREEMENT, myclimate Deutschland is exclusively liable for damages that arise as the direct result of a breach of key contractual duties on the part of myclimate Deutschland and which myclimate Deutschland (or its representatives or vicarious agents) has caused through wilful intent or gross negligence.

12.2.   Any further liability on the part of myclimate Deutschland is excluded. In particular, myclimate Deutschland shall not be held liable for damages caused by a reason beyond the control of myclimate Deutschland, in particular damage as the result of fire, inclement weather, natural catastrophes, involuntary outages of technical infrastructure such as servers, communication facilities, the Internet or the power supply, war or terrorism, a nuclear accident, political unrest, sequestration, general raw material shortages, restrictions on energy consumption, industrial action and the like. myclimate Deutschland shall likewise not be held liable if a partner or supplier is affected by such circumstances and myclimate Deutschland is unable to fulfil its contractual obligations as a result. In particular, myclimate shall likewise not be held liable for damages, including damage to reputation, resulting from errors or omissions by a project standard, a certificate register, a host country or an independent verifier.

 

13.    Information

13.     myclimate issues an annual report providing a comprehensive overview of funding, the use of funds and the carbon offset and climate education projects realised as a result. The annual reports are available to download from the website www.myclimate.org and www.myclimate.de. myclimate Deutschland provides no guarantee that any information made available by myclimate shall be free from errors or that it shall conform to foreign law.

 

14.    Use of Labels, Names and Logos

14.1.   myclimate Deutschland guarantees that it is the licensee of myclimate. myclimate Deutschland indemnifies the customer against any possible licence claims on the part of myclimate.

14.2.   Within the scope of the individually agreed contract, myclimate  Deutschland hereby grants the customer a non-exclusive, non-transferrable sub-licence (the “Licence”) for the use of trademark rights as well as any other myclimate business and service marks or names and any associated standards with regard to the production, sale and marketing of climate-neutral services and their associated products (overall expertise). The customer accepts this Licence in accordance with these provisions.

14.3.    myclimate Deutschland grants the customer the right to disclose its contractual relationship with myclimate Deutschland to third parties and to use its own support for myclimate carbon offset and climate education projects in its own communication materials, in particular its website, annual report or official press releases, and to use the myclimate brand in accordance with the provisions of this GTC as well as the applicable myclimate guidelines regarding corporate design that are published on the website www.myclimate.de, unless the parties have agreed on a different form of use in a SERVICE AGREEMENT or an AGREEMENT. The use of the myclimate brand requires the prior written consent of myclimate.

14.4.    The use of a myclimate label requires a corresponding agreement in the SERVICE AGREEMENT or AGREEMENT. When using a myclimate label, the customer undertakes to adhere to the provisions of this GTC as well as the applicable myclimate guidelines regarding corporate design that are published on the website www.myclimate.de.

14.5.    The customer undertakes to implement all changes to the myclimate brand and (if contractually authorised) the myclimate label, along with any forms of representation associated with this, within one month of notification by myclimate Deutschland. This entails the obligation to amend all marketing materials to reflect myclimate Deutschland’s new form of representation at the customer’s own expense within six months following written notification by myclimate Deutschland.

14.6.   The customer grants myclimate Deutschland the non-exclusive, non-transferrable right to use the name and logo of the customer for publication purposes. myclimate Deutschland may cite the customer on its website or in other media as a reference customer, unless the parties have agreed otherwise in the SERVICE AGREEMENT or AGREEMENT.

14.7.   The entitlement to use the brand or, as the case may be, the myclimate label shall no longer apply in the event of ongoing violations of the SERVICE AGREEMENT or AGREEMENT, in the event of gross violation of obligations from this GTC, in the event of damage to the reputation of myclimate Deutschland, or in the event of statements or actions by the customer that run contrary to the values and aims of myclimate Deutschland. myclimate Deutschland may set a deadline for the customer to correct the act of misconduct before the authorisation is withdrawn.

14.8.   Following the termination of the cooperation, any materials and rights (including logos and labels in particular) made available by either party within the scope of this agreement may not continue to be used and shall be returned where required. Mentioning the cooperation as a reference is excluded from this provision.

 
15.   Websites

15.1.   myclimate Deutschland and myclimate operate various websites (the “Websites”) for information purposes, to provide online CO₂ calculators, or for specific climate education projects. The IT tools are not deemed to be websites, despite the fact that they are made available via an online server.

15.2.   Information and data on the Websites are for information purposes only, without the customer being able to rely on the topicality, correctness or completeness of the information. myclimate Deutschland is not liable for any temporary lack of accessibility of the Websites or specific applications or features of the Websites.

15.3.   myclimate Deutschland is exclusively responsible for the content on the Websites that it produces, publishes and disseminates itself. myclimate Deutschland is not liable for the correctness or lawfulness of information or statements issued by third parties, even if such information is made available to users on a website or social media platform operated by myclimate Deutschland.

15.4.   For ecoinvent background data made available on myclimate Websites, the “Terms of Use for Users of myclimate Software Applications Using ecoinvent Data” also apply.

15.5.   Illegal or defamatory statements on the Websites are not permitted and will be deleted immediately by myclimate Deutschland. myclimate Deutschland reserves the right to take legal action against offending users.

 

16.    Data Privacy

16.1.   myclimate Deutschland treats all personal data pertaining to customers and/or users in accordance with the applicable German Federal Data Protection Act (BDSG) and the General Data Protection Regulation (GDPR).

16.2.   All information relating to the handling of customer data is governed by a “Privacy Policy”, the most up-to-date version of which is published on the Websites operated by myclimate.

 

17.    Amendments to Agreements

17.1.   All ancillary agreements, supplements and amendments to SERVICE AGREEMENTS and AGREEMENTS must be made in writing in order to be valid.

17.2.   myclimate Deutschland reserves the right to amend the GTC at any time. The current version is published on the homepage and/or sent to the customer. Subsequent amendments to the GTC shall become part of the agreement if the customer does not reject these amendments in writing within 30 days of the GTC being published or sent.

 

18.    Effectiveness / Severability Clause

If any of the provisions in these General Terms and Conditions shall be deemed invalid, this shall not affect the binding nature of the other provisions or the contracts concluded on the basis of these provisions. The invalid provision shall be replaced by a valid provision that corresponds as closely to the former in purpose and intention.

 

19.    Applicable Law and Place of Jurisdiction

The place of contractual fulfilment and place of jurisdiction is Reutlingen. German law shall apply.